EXHIBIT 10.10


AMENDED AND RESTATED PROMISSORY
NOTE


 


 




	
  $500,000.00

  	
  March
  9, 2004

  






 


 


FOR VALUE
RECEIVED, TREATY OAK BANCORP, INC. (TOBC), the undersigned, promises to pay to TREATY OAK HOLDINGS, INC. (TOHI) or to order, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00),
with interest accruing at the rate of TWO PERCENT (2%) per annum on the unpaid balance
until paid or until default.


 


(A)          Payment.  Any principal shall be made in lawful money
of the United States of America.


 


(B)           Prepayment.  This Note may be prepaid in full or in part
at any time and no prepayment penalty shall apply.


 


(C)           Conversion.  On March 9, 2005, the outstanding principal
balance of this Note, together with all accrued interest (the “Balance”)
shall be automatically converted into a number of shares of TOBC common stock,
$0.01 par value per share, equal to the Balance divided by $8.33 (the “Conversion
Price”).  The Conversion Price shall be
appropriately adjusted in the event of any TOBC stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, or other change
affecting the outstanding shares of TOBC common stock without receipt of TOBC’s
consideration.


 


(D)          Waiver. All parties to this Note, including
maker and any sureties, endorsers, or guarantors, hereby waive protest,
presentment, notice of dishonor, and notice of acceleration of maturity and
agree to continue to remain bound for the payment of principal, interest, and
all other sums due under this Note, notwithstanding any change or changes by
way of release, surrender, exchange, modification, or substitution of any
security for this Note or by way of any extension or extensions of time for the
payment of principal and interest; and all parties waive all and every kind of
notice of any change or changes and agree that the same may be made without
notice or consent of any of them.


 


(E)           Fees and Costs.  Upon default, the holder of this Note may
employ an attorney to enforce the holder’s rights and remedies and the maker,
principal, surety, guarantor and endorsers of this Note hereby agree to pay to
the holder reasonable attorney’s fees, plus all other reasonable expenses
incurred by the holder in exercising any of the holder’s right and remedies
upon default.  The rights and remedies of
the holder as provided in this Note and any instrument securing this Note shall
be cumulative and may be pursued singly, successively, or together against any
property described in any security instrument related to this Note, or any
other funds, property, or security held by the holder for payment or security,
in the sole discretion of the holder. 
The failure to exercise any right or remedy shall not be a waiver or
release of those rights or remedies or the right to exercise any of them at
another time.


 
















 


                (F)           Notice.  All notices or other communications required
or permitted to be given pursuant to this Note shall be in writing and shall be
considered as properly given or made if mailed by first class mail, postage
prepaid, to the following addresses:


 


	
  If to TOBC

  	
   

  	
  Treaty Oak Bancorp,
  Inc.

  
	
   

  	
   

  	
  Attn: Jeffrey L. Nash

  
	
   

  	
   

  	
  3811 Bee Cave Road,
  Ste. 200

  
	
   

  	
   

  	
  Austin, TX 78746

  



 


 


 


	
  If to TOHI

  	
   

  	
  Treaty Oak Holdings,
  Inc.

  
	
   

  	
   

  	
  Attn: Terry W. Hamann

  
	
   

  	
   

  	
  P.O. Box 162905

  
	
   

  	
   

  	
  Austin, TX 78716

  



 


 


Either
party may change his address by giving notice, in writing, stating the new
address to the other party.


(G)           Governing Law.  This Note is to be governed and construed in
accordance with the laws of the State of Texas.


 


IN
TESTIMONY WHEREOF,
the maker has caused this instrument to be effective the day and year first
above written.


 


Treaty Oak Bancorp, Inc.


 


 


	
    /s/ Jeffrey L. Nash

  
	
  Jeffrey L. Nash, Executive Vice President